Newsletter articles from 2011

Are “drag along” provisions valid in Illinois?By William A. PriceNovember 2011Private equity transactions routinely include the right to compel owners of a minority interest in a company to take the same price that the majority gets in future deals, without the appraisal and “fair value” process provided in the Illinois Business Corporation Act. Is this type of provision valid?

The curious history of resale price maintenanceBy Charles A. StewartMay 2011The agreement between manufacturer and retailer to set minimum prices eliminates, or at least dramatically restricts intrabrand competition among retailers of the articles and so is an obvious restraint of trade deemed illegal by the Sherman Act.

Proposed “Bad Actor” exclusion to Rule 506 offeringsBy Barry L. FischerJuly 2011On May 27, 2011, the Securities and Exchange Commission released a proposed rule which would disqualify an entity from using the Rule 506 private offering safe-harbor if the entity or a “covered person” associated with the entity is or was involved in specified violations of securities laws, securities administrators or other regulatory entities.

The scarlet opinionBy Kenneth J. AshmanMay 2011Scarlet Opinions often take the form of a humorous chastising of an attorney, in a mixture of sarcasm and scorn, that other lawyers’ mailboxes zap from the Internet like frogs feasting on flies.